The X-Ray Cafe was a premiere hole-in-the-wall, all-ages music venue that helped shaped Portland's early 1990s music scene. Benjamin Arthur Ellis and Tres Shannon founded the X-Ray in 1990 at 214 West Burnside Street, a corner formerly occupied by UFO Pizza. The duo scrounged up money for rent from their grandmothers and a day job at Kinkos and decorated the X-Ray with dumpster finds, including many velvet paintings.

The X-Ray's stage was open to anyone who wanted to perform, fostering an inclusive counterculture and becoming a destination for local artists, teens, and national bands who were considered too wild for more commercial venues. Famous and not-at-all famous grunge and alternative acts performed there, including Bikini Kill, Green Day, Elliott Smith, Quasi, Smegma, Nation of Ulysses, Dead Moon, and Rancid Vats. The X-Ray also hosted peculiar events such as "Earnest Truely's Bare Bottom Spanking & Salvation Show," as well as more mundane programs like foreign language classes. The Oregonian captured the spirit of the X-Ray in 1994: "The lines between trash and art were smudged into insignificance; any honest effort was accorded respect."

In 1994, an anarchist riot in downtown Portland ended at the X-Ray Cafe, which attracted police and media attention. Five protesters were charged with felonies under an anti-rioting statute. Though the case was dismissed, the X-Ray never recovered. Ellis and Shannon shuttered the cafe that year with a closing concert. Since then, Shannon has run for mayor and now owns the nearby Voodoo Doughnut, and Ellis had made a documentary called X-Ray Visions